FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

(Mark  One)

[X]     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR 15(d) OF THE SECURITIES
        EXCHANGE  ACT  OF  1934

                  For the quarterly period ended June 30, 2002

                                       OR

[  ]    TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE  ACT  OF  1934

                  For  the  transition  period  from          to

                       Commission  file  number  0-22300

                        PW PREFERRED YIELD FUND II, L.P.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

              DELAWARE                         84-1180783
      (State  of  organization)            (IRS  Employer
                                           Identification  No.)

 1050 WALTHAM STREET, SUITE 310, LEXINGTON, MA     02421
     (Address  of  principal                    (Zip  Code)
       executive  offices)


        Registrant's telephone number, including area code (781) 676-0009

                  88  Broad  Street,  Boston,  MA    02110
                  ----------------------------------------
(Former  name,  former  address  and  former  fiscal year, if changed since last
 report.)

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes  X  No        .

<PAGE>



                        PW PREFERRED YIELD FUND II, L.P.
                      QUARTERLY REPORT ON FORM 10-Q FOR THE
                           QUARTER ENDED JUNE 30, 2002

<TABLE>
<CAPTION>


Table of Contents
PART I.            FINANCIAL INFORMATION                         PAGE

<S>                <C>                    <C>                                                  <C>
                   Item 1.                Financial Statements

                                          Balance Sheets - June 30, 2002 and December 31,
                                                                                         2001      3

                                          Statements of Income for the six months ended
                                          June 30, 2002 and 2001                                   4

                                          Statements of Income for the three months ended
                                          June 30, 2002 and 2001                                   5

                                          Statements of Partners' Equity for the six
                                          months ended June 30, 2002 and 2001                      6

                                          Statements of Cash Flows for the six months
                                          ended June 30, 2002 and 2001                             7

                                          Notes to Financial Statements                          8-9

                   Item 2.                Management's Discussion and Analysis of Financial
                                          Condition and Results of Operations                   9-12

                   Item 3.                Quantitative and Qualitative Disclosures About
                                          Market Risk                                             12

PART II.           OTHER INFORMATION

                   Item 1.                Legal Proceedings                                       13

                   Item 2.                Changes in Securities and Use of Proceeds               13

                   Item 3.                Defaults Upon Senior Securities                         13

                   Item 4.                Submission of Matters to a Vote of Security Holders     13

                   Item 5.                Other Information                                       13

                   Item 6.                Exhibits and Reports on Form 8-K                     13-14

                   Signatures                                                                     15

</TABLE>







<PAGE>




<PAGE>

PART  I.  FINANCIAL  INFORMATION
--------------------------------

ITEM  1.     FINANCIAL  STATEMENTS
             ---------------------

                        PW PREFERRED YIELD FUND II, L.P.

                                 BALANCE SHEETS
                       JUNE 30, 2002 AND DECEMBER 31, 2001
<TABLE>
<CAPTION>


                                                               June 30,
                                                                 2002      December 31,
                                                             (unaudited)       2001
                                                             ------------  -------------
ASSETS
<S>                                                          <C>           <C>
Cash and cash equivalents                                    $  2,222,125  $   2,732,176

Rents and other receivables, net of allowance for doubtful
  accounts of $51,500 and $48,000 at June 30, 2002 and
  December 31, 2001                                               223,458        156,994
Receivable from general partner                                   140,351        148,300

Equipment at cost, net of accumulated depreciation of
  $11,028,179 and $11,987,625 at June 30, 2002 and
   December 31, 2001, respectively                              3,992,759      5,035,468
                                                             ------------  -------------
      Total assets                                           $  6,578,693  $   8,072,938
                                                             ============  =============

LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued liabilities                     $     17,884  $      46,130
Payable to affiliates                                              94,839        100,122
Deferred rental income                                             35,187        128,451
Distributions payable to partners                                 318,785        318,785
                                                             ------------  -------------
     Total liabilities                                            466,695        593,488
                                                             ------------  -------------

PARTNERS' EQUITY
General Partners                                                  290,226        358,599
Limited Partners:
  Class A (54,027 Units outstanding)                            5,093,295      6,229,989
  Class B                                                         728,477        890,862
                                                             ------------  -------------
     Total partners' equity                                     6,111,998      7,479,450
                                                             ------------  -------------
     Total liabilities and partners' equity                  $  6,578,693  $   8,072,938
                                                             ============  =============
</TABLE>


The  accompanying  notes  are  an  integral  part of these financial statements.
<PAGE>



<PAGE>
                                        5
                        PW PREFERRED YIELD FUND II, L.P.

                              STATEMENTS OF INCOME

                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)


<TABLE>
<CAPTION>


                                                                2002            2001
                                                             --------------------------
<S>                                                      <C>          <C>  <C>      <C>

REVENUES

Lease revenue                                               $ 1,423,467     $2,390,103
Gain (loss) on sale of equipment                                  1,714       (499,666)
Interest income                                                  14,070         26,964
                                                            -----------     -----------
     Total revenues                                           1,439,251      1,917,401
                                                            -----------     -----------
EXPENSES

Depreciation                                                    945,038      1,167,429
Management fees (Note 2)                                         51,925        100,189
General and administrative expenses                              72,887         60,226
                                                            -----------     -----------
     Total expenses                                           1,069,850      1,327,844
                                                            -----------     -----------
Net income                                                  $   369,401     $  589,557
                                                            ===========     ===========

Net Income Allocated
     General Partners                                            18,470         29,478
     Class A Limited Partners                                   349,048        532,052
     Class B Limited Partner                                      1,883         28,027
                                                            -----------     -----------
                                                            $   369,401     $  589,557
                                                            ===========     ===========
Net Income per Weighted Average Number of Units
     of Class A Limited Partner Interest Outstanding        $      6.46     $     9.85
                                                            ===========     ===========
Weighted Average Number of Units of Class A Limited
     Partner Interest Outstanding                                54,027         54,027
                                                            ===========     ===========

</TABLE>









   The accompanying notes are an integral part of these financial statements.

<PAGE>
                        PW PREFERRED YIELD FUND II, L.P.

                              STATEMENTS OF INCOME

                FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                           2002                 2001
                                                       -------------------------------
<S>                                                  <C>        <C>      <C>       <C>

REVENUES

Lease revenue                                          $  704,808           $  890,997
Gain on sale of equipment                                   7,323               15,994
Interest income                                             6,498               13,950
                                                       ----------           ----------
     Total revenues                                       718,629           $  920,941
                                                       ----------           ----------
EXPENSES

Depreciation                                              478,952              571,410
Management fees (Note 2)                                   26,932               34,565
General and administrative expenses                        58,823               25,964
                                                       ----------           ----------
     Total expenses                                       564,707              631,939
                                                       ----------           ----------
Net income                                             $  153,922           $  289,002
                                                       ==========           ==========

Net Income (Loss) Allocated
     General Partners                                       7,696               14,451
     Class A Limited Partners                             148,939              261,224
     Class B Limited Partner                              (2,713)               13,327
                                                       ----------           ----------
                                                       $  153,922           $  289,002
                                                       ==========           ==========
Net Income per Weighted Average Number of Units
     of Class A Limited Partner Interest Outstanding   $     2.76           $     4.24
                                                       ==========           ==========
Weighted Average Number of Units of Class A Limited
     Partner Interest Outstanding                          54,027               54,027
                                                       ==========           ==========

</TABLE>







   The accompanying notes are an integral part of these financial statements.


<PAGE>
                         PW PREFERRED YIELD FUND II, L.P.

                         STATEMENTS OF PARTNERS' EQUITY

                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)



<TABLE>
<CAPTION>



                                                  CLASS A       CLASS B
                                     GENERAL      LIMITED       LIMITED
                                     PARTNERS     PARTNERS      PARTNER      TOTAL
                                    ----------  ------------  -----------  ---------
<S>                                 <C>         <C>           <C>          <C>
Balance, January 1, 2002            $ 358,599   $ 6,229,989   $  890,862   $ 7,479,450
Net income                             18,470       349,048        1,883       369,401
Distributions declared to partners    (86,843)   (1,485,742)    (164,268)   (1,736,853)
                                    ----------  ------------  -----------  ------------

Balance, June 30, 2002              $ 290,226   $ 5,093,295   $  728,477   $ 6,111,998
                                    ==========  ============  ===========  ============


Balance, January 1, 2001            $ 468,812   $ 8,062,265   $1,152,615   $ 9,683,692
Net income                             29,478       532,052       28,027       589,557
Distributions declared to partners    (86,843)   (1,485,742)    (164,268)   (1,736,853)
                                    ----------  ------------  -----------  ------------

Balance, June 30, 2001              $ 411,447   $ 7,108,575   $1,016,374   $ 8,536,396
                                    ==========  ============  ===========  ============

</TABLE>



<PAGE>


















   The accompanying notes are an integral part of these financial statements
<PAGE>
                        PW PREFERRED YIELD FUND II, L.P.

                            STATEMENTS OF CASH FLOWS

                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                          2002          2001
                                                      ------------  ------------
<S>                                                   <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                           $   369,401   $   589,557
 Adjustments to reconcile net income to net cash
 from operating activities:
   Depreciation                                           945,038     1,167,429
   (Gain) loss on sale of equipment                        (1,714)      499,666
 Change in assets and liabilities:
   Rents and other receivables                            (69,964)      (31,749)
   Receivable from general partner                          7,949       (54,945)
   Allowance for doubtful accounts                          3,500        15,000
   Accounts payable and accrued liabilities               (28,246)      (24,500)
   Payable to affiliates                                   (5,283)        2,753
   Deferred rental income                                 (93,264)       91,762
                                                      ------------  ------------

   Net cash from operating activities                   1,127,417     2,254,973
                                                      ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Proceeds from equipment sales                             99,385       638,418
                                                      ------------  ------------

       Net cash from investing activities
                                                           99,385       638,418
                                                      ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Distributions paid to partners                        (1,736,853)   (1,736,853)
                                                      ------------  ------------

       Net cash used in financing activities
                                                       (1,736,853)   (1,736,853)
                                                      ------------  ------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS     (510,051)    1,156,538

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD        2,732,176     1,403,646
                                                      ------------  ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD            $ 2,222,125   $ 2,560,184
                                                      ============  ============


</TABLE>









   The accompanying notes are an integral part of these financial statements
<PAGE>
                        PW PREFERRED YIELD FUND II, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                                   (UNAUDITED)
1.     GENERAL

     The  financial  statements presented herein are prepared in conformity with
generally  accepted  accounting principles for interim financial information and
the  instructions  for preparing Form 10-Q under Rule 10-01 of Regulation S-X of
the  Securities  and  Exchange  Commission  and  are  unaudited.  As such, these
financial  statements  do  not  include all information and footnote disclosures
required  under  generally accepted accounting principles for complete financial
statements  and,  accordingly,  the  accompanying financial statements should be
read  in  conjunction  with  the  financial  statements  and  related  footnotes
presented in the 2001 Annual Report.  Except as disclosed herein, there has been
no  material  change  to  the information presented in the footnotes to the 2001
Annual  Report.

     In  the  opinion  of  management, all adjustments (consisting of normal and
recurring  adjustments)  considered  necessary for a fair presentation have been
included.  Operating  results  for  the three and six months ended June 30, 2002
are  not  necessarily  indicative  of  the  results that may be expected for the
entire  year.

2.     TRANSACTIONS  WITH  AFFILIATES

Acquisition  Fee:  The  Managing General Partner, or its affiliates, received or
----------------
was  entitled  to  receive  a  fee  equal  to (i) 2.25% of the purchase price of
--
equipment  purchased with net offering proceeds from the sale of Units, and (ii)
--
3% of the purchase price of equipment purchased with reinvested Partnership cash
flow as compensation for evaluating, selecting, negotiating and consummating the
acquisition  of  the  equipment.

Management  Fees:  The General Partners are entitled to receive a monthly fee in
-----------------
an amount equal to 2% of gross rentals for Full Payout Leases, as defined in the
Partnership  Agreement  and  5%  of  gross rentals for Operating Leases (payable
66.67%  to the Managing General Partner and 33.33% to the Administrative General
Partner) as compensation for services rendered in connection with the management
of  the  equipment.  Management  fees  of $26,932 and $51,925 were earned by the
General  Partners  during the three and six months ended June 30, 2002, compared
to  $34,565  and  $100,189  for  the  three  and six months ended June 30, 2001.
Effective  July  1, 1998, the Managing General Partner agreed to perform certain
administrative  functions  on behalf of the Partnership that previously had been
performed  by  the  Administrative  General  Partner.  For  these  services, the
Administrative  General  Partner  pays  the  Managing  General Partner an amount
equivalent  to  the  fees  otherwise  due  the  Administrative  General Partner.

Disposition  Fees:  The  General Partners, or their affiliates, were entitled to
-----------------
receive  a  subordinated disposition fee in an amount equal to the lesser of (i)
--
50% of the fee that would be charged by an unaffiliated party, or (ii) 3% of the
gross  contract  price  relating  to  each sale of equipment (payable 50% to the
Managing General Partner or its affiliates and 50% to the Administrative General
Partner)  as  compensation  for negotiating and consummating sales of equipment.
During  the  fourth quarter of 1998, the Partnership reversed previously accrued
subordinated  disposition fees and ceased accruing such fees because the General
Partners  concluded  that  it  was  no  longer  probable that these subordinated
disposition  fees  would  be  paid.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

     The  following  discussion should be read in conjunction with the Financial
Statements  of  the  Partnership and the Notes thereto. This Report contains, in
addition  to  historical  information,  forward-looking  statements that include
risks  and  other  uncertainties.  The  Partnership's  actual results may differ
materially  from  those anticipated in these forward-looking statements. Factors
that  might  cause  such  a difference include those discussed below, as well as
general  economic  and  business  conditions,  competition  and  other  factors
discussed  elsewhere in this report. The Partnership undertakes no obligation to
release  publicly  any  revisions to these forward-looking statements to reflect
events  or  circumstances  after the date hereof or to reflect the occurrence of
anticipated  or  unanticipated  events.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted  in  the  United  States  requires  the  Partnership to make
estimates  and  assumptions  that  affect  the amounts reported in the financial
statements.  On  a  regular  basis,  the Partnership reviews these estimates and
assumptions  including  those  related  to  revenue recognition, asset lives and
depreciation  and impairment of long-lived assets.  These estimates are based on
the  Partnership's  historical  experience  and  on  various  other  assumptions
believed  to  be  reasonable under the circumstances.  Actual results may differ
from these estimates under different assumptions or conditions.  The Partnership
believes,  however,  that  the  estimates  are  reasonable.

The  Partnership  believes  the  following  critical  accounting policies, among
others,  are  subject  to  significant  judgments  and  estimates  used  in  the
preparation  of  these  financial  statements:

Revenue  recognition:  Rents are payable to the Partnership monthly or quarterly
---------------------
and  no  significant amounts are calculated on factors other than the passage of
time.  The  Partnership's  leases  are accounted for as operating leases and are
noncancellable.  Rents  received  prior  to  their  due  dates  are  deferred.

Asset lives and depreciation method: The Partnership's primary business involves
------------------------------------
the  purchase  and  subsequent lease of long-lived equipment.  The Partnership's
depreciation  policy  is  intended  to  allocate  the cost of equipment over the
period  during  which  it  produces  economic  benefit.  The principal period of
economic benefit is considered to correspond to each asset's primary lease term,
which  generally  represents  the  period of greatest revenue potential for each
asset.  Accordingly,  to the extent that an asset is held on primary lease term,
the Partnership depreciates the difference between (i) the cost of the asset and
(ii)  the  estimated  residual  value of the asset on a straight-line basis over
such  term.  For  purposes  of  this policy, estimated residual values represent
estimates  of  equipment values at the date of the primary lease expiration.  To
the  extent that an asset is held beyond its primary lease term, the Partnership
continues  to  depreciate  the  remaining  net  book  value  of  the  asset on a
straight-line  basis  over  the  asset's  remaining  economic  life.

Impairment  of  long-lived  assets:  On a regular basis, the Partnership reviews
-----------------------------------
the  net  carrying  value  of equipment to determine whether it can be recovered
--
from  undiscounted  future  cash  flows.  Adjustments to reduce the net carrying
--
value  of  equipment  are  recorded  in  those  instances  where  estimated  net
--
realizable  value is considered to be less than net carrying value.  Inherent in
--
the  Partnership's  estimate  of net realizable values are assumptions regarding
estimated  future  cash  flows.  If these assumptions or estimates change in the
future, the Partnership could be required to record impairment charges for these
assets.

RESULTS  OF  OPERATIONS

     For  the  three  and  six  months  ended  June  30,  2002,  the Partnership
recognized  lease  revenue of $704,808 and $1,423,467, respectively, compared to
$890,997  and  $2,390,103 for the same periods in 2001.  The overall decrease in
lease  revenue  from  2001  to  2002  is due principally to the receipt of lease
termination  proceeds  in 2001 from a lessee of the Partnership.  In March 2001,
the  lessee  paid $513,479 as part of an agreement to early terminate its lease.
Lease  revenue  also declined due to lease terminations and equipment sales.  In
the  future,  lease  revenue  is  expected to continue to decline as a result of
primary  lease term expirations and the sale of equipment.  The Partnership also
earns  interest  income  from  temporary  investments  of  rental  receipts  and
equipment  sales  proceeds  in  short-term  instruments.

     During the three months ended June 30, 2002, the Partnership sold equipment
having a net book value of $59,562 to existing lessees and third parties.  These
sales  resulted  in  a  net  gain,  for  financial statement purposes, of $7,323
compared  to  a net gain in 2001 of $15,994 on equipment having a net book value
of  $17,430.

     During  the  six months ended June 30, 2002, the Partnership sold equipment
having a net book value of $97,671 to existing lessees and third parties.  These
sales  resulted  in  a  net  gain,  for  financial statement purposes, of $1,714
compared  to a net loss in 2001 of $499,666 on equipment having a net book value
of  $1,138,084.

          It  cannot be determined whether future sales of equipment will result
in  a  net  gain  or a net loss to the Partnership, as such transactions will be
dependent  upon  the  condition  and  type  of  equipment  being  sold  and  its
marketability  at  the  time  of  sale.  In addition, the amount of gain or loss
reported  for financial statement purposes is partly a function of the amount of
accumulated  depreciation  associated  with  the  equipment  being  sold.

     The  ultimate  realization  of  residual value for any type of equipment is
dependent  upon  many  factors,  including  EFG's  ability  to sell and re-lease
equipment.  Changing market conditions, industry trends, technological advances,
and  many  other  events can converge to enhance or detract from asset values at
any  given  time.  EFG  attempts  to  monitor these changes in order to identify
opportunities  which  may  be  advantageous  to  the  Partnership and which will
maximize  total  cash  returns  for  each  asset.

     The  total  economic value realized upon final disposition of each asset is
comprised of all primary lease term revenues generated from that asset, together
with its residual value.  The latter consists of cash proceeds realized upon the
asset's  sale  in  addition to all other cash receipts obtained from renting the
asset  on  a  re-lease,  renewal  or  month-to-month  basis.  The  Partnership
classifies  such  residual  rental  payments as lease revenue. Consequently, the
amount  of  gain or loss reported in the financial statements is not necessarily
indicative of the total residual value the Partnership achieved from leasing the
equipment.

     Depreciation  expense  for the three and six months ended June 30, 2002 was
$478,952  and  $945,038,  respectively, compared to $571,410 and $1,167,429, for
the  same periods in 2001.  For financial reporting purposes, to the extent that
an  asset  is  held  on  primary  lease  term,  the  Partnership depreciates the
difference  between  (i)  the  cost of the asset and (ii) the estimated residual
value  of  the  asset  on a straight-line basis over such term.  For purposes of
this  policy,  estimated residual values represent estimates of equipment values
at  the  date  of primary lease expiration.  To the extent that an asset is held
beyond  its  primary  lease  term,  the  Partnership continues to depreciate the
remaining  net book value of the asset on a straight-line basis over the asset's
remaining  economic  life.

     Management  fees  were  approximately 3.8% and 3.6% of lease revenue during
the three and six months ended June 30, 2002, respectively, compared to 3.9% and
4.2%  of  lease  revenue  during  the  three and six months ended June 30, 2001,
respectively.  Management  fees are based on 5% of gross lease revenue generated
by  operating  leases  and  2%  of  gross lease revenue generated by full payout
leases.

        General  and  administrative  expenses  consisted  primarily of investor
reporting  expenses,  transfer  agent  fees,  audit  and  tax  fees.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Partnership by its nature is a limited life entity.  The Partnership's
principal  operating  activities  have  resulted from asset rental transactions.
Cash  inflows  are  used  to pay management fees and operating costs.  Operating
activities  generated  a net cash inflow of $1,127,417 and $2,254,973 during the
six months ended June 30, 2002 and 2001, respectively.  Future renewal, re-lease
and  equipment  sale  activities will cause a decline in the Partnership's lease
revenue  and  corresponding  source  of  operating  cash.  Overall,  expenses
associated  with  rental  activities, such as management fees, and net cash flow
from  operating  activities  will  decline  as  the  Partnership  remarkets  its
equipment.

     Cash  realized from asset disposal transactions is reported under investing
activities  on the accompanying Statements of Cash Flows.  During the six months
ended  June  30, 2002 and 2001, the Partnership realized equipment sale proceeds
of  $99,385  and  $638,418,  respectively.  Future  inflows  of  cash from asset
disposals  will vary in timing and amount and will be influenced by many factors
including,  but  not limited to, the type of equipment being sold, its condition
and  age,  and  future  market  conditions.

     The Partnership invests working capital and cash flow from operations prior
to  its  distribution  to  the partners in short-term highly liquid investments.
These  investments  are  primarily  short-term  commercial paper issued by large
domestic corporations. At June 30, 2002, the Partnership had $1,635,352 invested
in a money market fund that invests in commercial paper and similar instruments.

     Cash  and  cash  equivalents decreased $510,051 from $2,732,176 at December
31, 2001 to $2,222,125 at June 30, 2002.  This decrease represents the amount by
which  cash  distributions to partners exceeded cash flow generated by operating
activities  and  equipment  sales.

     During  the  six  months  ended  June  30,  2002,  the Partnership declared
distributions  of  cash  flow received from operations and sales proceeds in the
amount  of  $1,736,853.  All  distributions  to  the  Class  A  Limited Partners
represented  an annualized distribution rate of 11% of their contributed capital
and  all  distributions to the Class B Limited Partner represented an annualized
distribution  rate  of  10%  of  its  contributed  capital.

     Distributions  may  be  characterized  for  tax,  accounting  and  economic
purposes  as  a  return  of capital, a return on capital or both. The portion of
each  cash  distribution  by a partnership, which exceeds its net income for the
fiscal  period,  may be deemed a return of capital. Based upon the amount of net
income reported by the Partnership for accounting purposes, approximately 75% of
the  11%  cash  distributions to the Class A Limited Partners for the six months
ended  June  30,  2002  constituted  a  return  of  capital. Additionally, since
inception,  approximately  69%  of  the  Class  A  Limited  Partners'  11%  cash
distributions  constituted a return of capital. However, the total actual return
on  capital  over  a  leasing  partnership's  life can only be determined at the
termination  of  the  Partnership  after  all residual cash flows (which include
proceeds  from  the  re-leasing  and sale of equipment after initial lease terms
expire)  have  been  realized.



ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

None.


<PAGE>

<PAGE>
                           PART II. OTHER INFORMATION


ITEM  1.  LEGAL  PROCEEDINGS

     None.

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

(a)     None

(b)     None

(c)     None

(d)     None

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

(a)     None

     (b)  None

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

(a)     None

(b)     None

(c)     None

(d)     None

ITEM  5.  OTHER  INFORMATION

     None.


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K


(a)  Exhibit  99.1     Certification Pursuant to 18 U.S.C. Section 1350,
    -------------
as  Adopted  Pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.

     Exhibit  99.2     Certification  Pursuant  to 18 U.S.C. Section 1350,
     -------------
as Adopted  Pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.

     Exhibit  99.3     Certification  Pursuant  to 18 U.S.C. Section 1350,
     -------------
 as Adopted  Pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.

     Exhibit  99.4     Certification  Pursuant  to 18 U.S.C. Section 1350,
     -------------
 as Adopted  Pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.

(b)     The Partnership did not file any Forms 8-K during the quarter ended June
30,  2002.


<PAGE>






























<PAGE>


SIGNATURE

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned,  thereunto  duly  authorized.

Date:  August  14,  2002

                         PW  Preferred  Yield  Fund  II,  L.P.
                         (Registrant)

                         By:  General  Equipment  Management  II,  Inc.
                              Administrative  General  Partner

                         By:  /s/  Timothy  F.  Kelly
                              Timothy  F.  Kelly
                              Chief  Financial  Officer




<PAGE>

<PAGE>

                        PW PREFERRED YIELD FUND II, L.P.

EXHIBIT  INDEX



  EXHIBIT  NO.            DESCRIPTION  OF  EXHIBIT                         PAGE
  ------------            ------------------------                         ----


  Exhibit  99.1     Certification  Pursuant  to 18 U.S.C. Section 1350,     17
  -------------     as Adopted  Pursuant  to  Section  906  of  the
                    Sarbanes-Oxley  Act of 2002.


  Exhibit  99.2     Certification  Pursuant  to 18 U.S.C. Section 1350,     18
  -------------     as Adopted  Pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002.


  Exhibit  99.3     Certification  Pursuant  to 18 U.S.C. Section 1350,     19
  -------------     as Adopted  Pursuant  to  Section  906  of  the
                    Sarbanes-Oxley  Act of 2002.


  Exhibit  99.4     Certification  Pursuant  to 18 U.S.C. Section 1350,     20
  -------------     as Adopted  Pursuant  to  Section  906  of  the
                    Sarbanes-Oxley  Act of 2002.